D09348 - PricewaterhouseCoopers LLP’s Motion To … has agreed to produce documents responsive to those non-deferred requests, subject to any assertions of privilege or other protection

UNITED STATES OF AMERICA FEDERAL TRADE COMMISSION

OFFICE OF ADMINISTRATIVE LAW JUDGES

) In the Matter of )

) PHOEBE PUTNEY HEALTH SYSTEM INC et al )

) Respondents )___________________________________)

Docket No 9348 Public

PRICEWATERHOUSECOOPERS LLPS MOTION TO QUASH OR LIMIT SUBPOENA DUCES TECUM

KING amp SPALDING LLP Elizabeth V Tanis Esq Georgia Bar No 697415 etaniskslaw com Meredith Moss Esq WDC Bar No 484108 mmosskslaw com Drew D Dropkin Esq Georgia Bar No 231031 ddropkinkslawcom 1180 Peachtree Street Atlanta GA 30309 (404) 572-4600 (404) 572-5140 (fax)

Counsel for PricewaterhouseCoopers LLP

TABLE OF CONTENTS

I PRELIMINARY STATEMENT 1

II FACTUAL BACKGROUND 1

A The First Subpoena 2

B The Second Subpoena 2

C The Third Subpoena The Subpoena at Issue Here 3

III ARGUMENT 5

A The Subpoena Imposes an Undue Burden on PwC Because of Its Broad Scope and the Short Time Period Allotted for Compliance 5

B The Subpoena Impermissibly Seeks Production of Irrelevant Immaterial Documents 6

C PwCs Efforts to Comply with the Subpoena Would Obstruct Its Normal Business Operations 8

D The Subpoena Requests Information That Is Protected from Disclosure8

IV CONCLUSION 9

I PRELIMINARY STATEMENT

After PwC voiced its objections to the April 25 2013 Subpoena (the Subpoena) issued

by the FTC the FTC agreed to modify or defer certain requests in the Subpoena and asked PwC

to produce documents responsive to certain non-deferred requests 1 PwC has agreed to produce

documents responsive to those non-deferred requests subject to any assertions of privilege or

other protection from disclosure that may be lodged by PwC or by PwCs clients pursuant to 16

CPR sect 338A(a) If the FTC does not attempt to withdraw its modifications to the Subpoena

or renew the deferred requests in the Subpoena then the Administrative Law Judge from

PwCs perspective need not rule on this Motion

If however the FTC later attempts to withdraw its modifications to the Subpoena or

renew the deferred requests then this Motion will be ripe for adjudication because the

Subpoena as originally issued is overbroad and unreasonably burdensome As PwC explains

below a good faith effort at compliance would unduly disrupt and seriously hinder PwCs

normal operations particularly in light of the short time period that the FTC has allotted for

PwCs compliance Therefore if the Administrative Law Judge is called upon to rule on this

Motion the Subpoena should be quashed

II FACTUAL BACKGROUND

The Subpoena represents the FTCs third effort to obtain documents from middot PwC in

connection with this matter and it is the most onerous and overbroad by far

1 The Subpoena is attached as Exhibit A The FTCs modification letter and email are attached as Exhibits Band C respectively PwCs objection letter is attached as Exhibit D A proposed order is attached as Exhibit E

A The First Subpoena

PwC is a Delaware limited liability partnership that provides public accounting and other

services PwC entered into engagements with outside counsel for the Hospital Authority of

Albany-Dougherty County (the Authority) and with Phoebe Putney Health Systems Inc

(PPHS) and Phoebe Putney Memorial Hospital (PPMH)

In March 2011 the FTC served a subpoena on PwC during the FTCs pre-litigation

investigation of this matter (FTC File No 111-0067) That subpoena was overbroad and unduly

burdensome so PwC petitioned to quash or limit it In the meantime however PwC undertook

efforts to negotiate an agreement with the FTC regarding PwCs production of documents and

ultimately produced nearly 600 pages of documents to the FTC all of which are in the FTCs

possession and available for use in this proceeding

B The Second Subpoena

This proceeding was initiated in April 2011 Two months later the FTC served another

subpoena on PwC That subpoena largely mirrored the earlier subpoena like its predecessor it

was overbroad and unduly burdensome and afforded PwC far too little time for the

contemplated production

PwC moved to quash the second subpoena on June 22 2011 Ten days later on July 1

Respondents moved to stay this proceeding That stay was granted by the Commission fifteen

days later on July 15 2011 The stay was lifted on March 14 2013

Even after the stay was lifted the FTC never responded to PwCs June 2011 motion to

quash See 16 CFR sect 322(d) (establishing a 10-day period for responding to written motions

and providing that failure to respond shall be deemed to be consent) Instead the FTC

apparently withdrew its subpoena to PwC-without informing PwC that the subpoena had been

withdrawn or that PwCs pending motion to quash had been rendered moot

2

C The Third Subpoena The Subpoena at Issue Here

middot Unaware that the second subpoena had been withdrawn or that PwCs June 2011 motion

to quash had been rendered moot PwCs counsel received a third subpoena-the Subpoena at

issue here-from the FTCs counsel on April 25 2013 The FTC did not provide PwC with any

notice of this Subpoena before it was served

Rather than narrow its requests in response to the well-founded concerns that PwC voiced

in its June 2011 motion to quash the FTC in its most recent Subpoena actually expands the

scope of its requests in several ways

The Subpoena demands the production of virtually every document created or considered

by PwC in connection with at least five different PwC engagements Rather than seeking

engagement letters and PwCs work papers these requests seek several categories of other

documents that have no perceptible relevance to this proceeding and that would be impossible to

collect and produce within the prescribed discovery period including every piece of

conespondence or communication regarding the drafting of the engagement letters every

document in PwCs possession regarding the 2005 Lease Analysis engagement every

communication that PwC has had with Phoebe Putney the Hospital Authority Langley amp Lee

or Dougherty County over the 5+ year period from January 2008 until April 2013 regarding

healthcare services and every document in PwCs possession regarding the acquisition of

Palmyra

Nor is the Subpoena limited solely to PwCs work for Phoebe Putney the Hospital

Authority or Langley amp Lee (the Hospital Authoritys counsel) In another request the

Subpoena commands the production of studies analyses or reports regarding healthcare services

prepared by PwC since 2008 for any other general acute care hospilal in Georgia Those

studies analyses and reports were commissioned by PwC clients who are not parties to this

3

proceeding They contain confidential proprietary information The FTC has failed to articulate

any justification for compelling PwC to review all of its engagements for general acute care

hospitals in Georgia over the past 5+ years and turn over confidential studies analyses and

reports that were paid for by those hospitals Rather than perfonn the analysis itself (or retain

experts to do so) the FTC seeks production of confidential proprietary studies and reports paid

for by strangers to this proceeding See eg In re Frates Case No M8-85 1985 WL 2752 at

1 (SDNY Sept 25 1985) (quashing subpoena to non-party)

Going one step further in a stunningly broad demand that epitomizes the unrestrained

overbreadth of the Subpoena the FTC demands that PwC produce every PwC document

regarding the provision prices costs or quality of healthcare since 2008 This request is not

limited to certain engagements to certain clients to certain geographic areas or to certain types

of documents It calls for every document in PwCs possession from January 1 2008 to April

25 2013 regarding healthcare This request is simply indefensible

Despite the overbreadth of the Subpoena the FTC waited to serve it on PwC until the

second-to-last possible day The FTC knew by April 4 that the deadline for serving third party

subpoenas was April 26 and that the discovery period was set to close just one month later on

May 29 The FTC also knew that PwC had objected to the FTCs prior subpoena arguing

(among other things) that the three-week period allotted for PwCs compliance with the pervious

subpoena was unreasonably short Nevertheless the FTC expanded the scope of its requests in

the Subpoena established the same three-week period for compliance gave PwC no notice that a

new subpoena was forthcoming (while PwC was under the apparent misimpression that the

FTCs prior subpoena and PwCs unopposed motion to quash were still pending) and waited

until the second-to-last day (April 25) to serve the subpoena on PwC

4

III ARGUMENT

The FTC is authorized to issue subpoenas duces tecum to require the production of

documentary evidence relating to any matter under investigation 15 USC sect 49

Pretrial discovery in an adjudicative proceeding brought by the FTC however is

circumscribed by detailed agency rules which must be scrupulously observed Atlantic Richfield

Co v FTC 398 F Supp 1 9 12 (SD Tex 1975) citing 16 CFR sectsect 331- 339 In particular

a federal agencys use of compulsory process is enforceable only when the disclosure sought [is

not] unreasonable Okla Press Publg Co v Walling 327 US 186 208 (1946) In turn

compulsory process is reasonable and thus enforceable where the requests are reasonably

relevant and not unduly burdensome to produce F T C v Invention Submission Corp 965

F2d 1086 1089 (DC Cir 1992) (internal quotation marks and citations omitted) see also 16

CFR sect 331(c)(l) (2)

The Subpoena should be quashed because as discussed below the Subpoena is

unreasonable unduly burdensome overly broad and requests information that is protected from

disclosure A diligent good faith attempt to comply with the Subpoena would impede PwCs

normal business operations and impose a significant and unjustifiable expense on PwC

A The Subpoena Imposes an Undue Burden on PwC Because of Its Broad Scope and the Short Time Period Allotted for Compliance

The broad scope and short return date of the Subpoena render compliance with the

Subpoena by May 16 unrealistic The Subpoena requires PwC to search through numerous

electronic databases to collect documents from PwC custodians at multiple locations The FTC

has recognized that an abbreviated schedule insisted upon by the issuer of requests for

information may be the source of the undue burden on the recipient of such requests Pls

5

i

FTCs Oppn to Defs Mot to Compel [Dkt 161] at 9 FTC v W Ref Inc No 1 07-CVshy

middot

00352-JB-A (DN M May 2 2007)

Given the number of engagements arguably covered by the Subpoena PwC would need

to identify contact and interview numerous potential document custodians to determine whether

they have responsive documents Potentially responsive documents would need to be gathered

from individual professionals computers and other sources reviewed by PwC for

responsiveness privilege or other confidential information that is protected from disclosure

redacted by PwC as appropriate to protect confidential privileged or private information

reviewed by PwCs clients for privilege or other protection from disclosure and then processed

by PwC for production

Moreover the numerous instructions in the Subpoena require significant additional time

and resources by PwC in order to comply with the Subpoena For example the Subpoena directs

PwC to perform a complete search of all PwC files rather than a reasonable search for

responsive information as required by law to redact all Sensitive Personally Identifiable

Information and Sensitive Health Information to produce documents in both native format and

in image format with extracted text and extensive metadata information to confer with the FTC

before utilizing de-duplication software and services to produce an extensive privilege log and

to submit an index identifying documents and their custodians These instructions are

unreasonable especially under a compressed timetable The Subpoena should be quashed

B The Subpoena Impermissibly Seeks Production of Irrelevant Immaterial Documents

The majority of the documents sought by the FTC are not likely to be material or relevant

to the proceeding A subpoena issued by a federal agency is unenforceable if it is unduly

burdensome or unreasonably broad See FTC v Texaco Inc 555 F 2d 862 882 (DC Cir

6

1977) (en bane) cert denied 431 US 974 (1977) 16 CPR sect 331(c)(2) (The frequency or

extent of use of the discovery methods otherwise permitted under these rules shall be limited by

the Administrative Law Judge if he or she determines that [t]he burden and expense of the

proposed discovery outweigh its likely benefit) Similarly a request for documents or

information is reasonable relevant and enforceable if the document requests are adequate but

not excessive for the purposes of the relevant inquiry SEC v Arthur Young amp Co 584 F2d

1018 1030 (DC Cir 1978) cert denied 439 US 1071 (1979) (quoting Okla Press Publg Co

v Walling 327 US 186209 (1946))

The scope of the Subpoena is excessive

bull Request No 1 seeks all draft engagement letters and all correspondence and

communications regarding engagement letters PwC has agreed to produce final

engagement letters but the burden associated with collecting not only all draft

engagement letters but also every piece of correspondence regarding such letters

is unreasonable especially given the questionable relevance of those documents

bull Request Nos 2 3 4 6 and 8 seek all documents regarding certain PwC

engagements the 1990 Lease and Transfer Agreement and the acquisition of

Palmyra Such broad requests may capture many documents but they are

irrelevant to the FTCs antitrust analysis PwC has already produced nearly 600

pages of documents to the FTC and has further agreed to produce (subject to

claims of privilege) the work papers from four different engagements including

two Lease Analysis engagements and two engagements regarding the acquisition

of Palmyra

7

bull Request No 5 seeks every document in PwCs possession dating back to 2008

regarding health care services The scope of this request is unconscionably broad

PwC is one of the largest accounting firms in the United States with tens of

thousands of employees supporting its nationwide audit tax and consulting

practices Whether given three weeks three months or three years this request

would be virtually impossible to satisfy

bull Request No 7 seeks studies analyses and reports prepared for-and paid for

by-other general acute care hospitals in Georgia since 2008 These documents

are confidential and they often incorporate proprietary material On top of that

the burden associated with collecting these documents renders this request

unreasonable

Because the Subpoena is overbroad it should be quashed

C PwCs Efforts to Comply with the Subpoena Would Obstruct Its Normal Business Operations

The Subpoena is unduly burdensome because even a good faith effort at compliance

threatens to unduly disrupt or seriously hinder PwCs normal operations FTC v Church amp

Dwight Co 747 F Supp 2d 3 8 (DDC 2010) (quoting Texaco 555 F2d at 882) The tasks to

be undertaken to compile a response to the Subpoena in the time allotted would require PwC

personnel to divert their attention away from the day-to-day operations of PwC resulting in

continued disruptions to PwCs business operations Accordingly the Subpoena should be

quashed

D The Subpoena Requests Information That Is Protected from Disclosure

Many of the documents requested by the Subpoena are subject to various privileges and

protections including the attomey work product doctrine and attorney-client privilege Certain

8

responsive documents may be subject to privileges or other pt0teetions ey-omdiscIosure asserted ~ middot

by PwC Additionally PwC has been instructed by its clients to withhold documents based on

those clients assertions of privilege and have timely invoked the attorney-client privilege and

the attorney work product doctrine in response to the Subpoena See 16 CFR sect 334(c) (Such

motions [to limit or quash] shall set forth all assertions of privilege) 16 CF R sect 338A(a)

(Any person withholding material responsive to a subpoena issued pursuant to sect 334 shall

assert a claim of privilege or any similar claim not later than the date set for production of the

material) In addition several of the documents requested may be protected from disclosure

under 26 USC sectsect 6713 and 7216 and 26 CFR sect 3017216-3(b)

IV CONCLUSION

In the event that the FTC seeks to withdraw the modifications to the Subpoena or

attempts to renew the deferred requests PwC respectfully requests that the Administrative Law

Judge quash or limit the Subpoena based on the objections set forth above and modify the return

date of the Subpoena to provide a reasonable time for compliance

Dated May 6 2013

Respectfully submitted

By~Mu-Elizabeth V Tanis Esq Georgia Bar No 697415 etaniskslawcom Meredith Moss Esq WDC BarNo 484108 mmosskslawcom Drew D Dropkin Esq Georgia Bar No 231031 ddropkinkslawcom

KING amp SPALDING LLP 1180 Peachtree Street Atlanta GA 30309

9

(404) 572A600 (404) 572-5140 (fax)

Counselfor PricewaterhouseCoopers LLP

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STATEMENT OF DREW D DROPKIN PURSUANT TO 16 CFR sect 322(g)

I am a Counsel with King amp Spalding LLP counsel for PricewaterhouseCoopers LLP

(PwC) I submit this statement in connection with PwCs Moti~n to Quash or Limit the

Subpoena Duces Tecum (the Motion) On April 25 2013 the FTC emailed a copy of the

Subpoena to PwCs counsel On May 1 May 2 and May 3 2013 I conferred with Joshua

Smith counsel for the FTC by telephone in a good faith attempt to resolve the issues set forth in

this Motion Mr Smith and I were able to negotiate the modification and deferral of certain

requests in the Subpoena In the event that the FTC attempts to withdraw those modifications or

renew the defenmiddoted requests however the issues raised in this Motion will be ripe for

consideration because Mr Smith and I were unable to resolve our disputes regarding the

deferred requests and regarding the urunodified version of the Subpoena

Dated May 6 2013

Drew D Dropkin Esq KING amp SPALDING LLP 1180 Peachtree Street Atlanta GA 30309 (404) 572-4600

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EXHIBIT A

SUBPOENA DUCES TECUM Provided by the Secretary of the Federal Trade Commission and

Issued Pursuant to Commission Rule 334(b) 16 CFR sect 334(b)(2010) 1 TO 2 FROM

PricewaterhouseCoopers LLP co Elizabeth Tanis Esq UNITED STATES OF AMERICA King amp Spalding LLP 1180 Peachtree Street NE FEDERAL TRADE COMMISSION Atlanta GA 30309

This subpoena requires you to produce and permit inspection and copying of designated books documents (as defined in Rule 334(b)) or tangible things at the date and time specified in Item 5 and at the request of Counsel listed in Item 9 in the proceeding described in Item 6

3 PLACE OF PRODUCTION 4 MATERIAL WILL BE PRODUCED TO

oshua Smith Complaint Counsel Federal Trade Commission 601 New Jersey Avenue NW 5 DATE AND TIME OF PRODUCTION

Washington DC 20001 May 162013

6 SUBJECT OF PROCEEDING

In the Matter of Phoebe Putney Health System Inc et al Docket No 9348

7 MATERIAL TO BE PRODUCED

Documents amp materials responsive to the attached Subpoena Duces Tecum Requests for Production

8 ADMINISTRATIVE LAW JUDGE 9 COUNSEL AND PARTY ISSUING SUBPOENA

Jeffrey Perry or designee The Honorable D Michael Chappell Federal Trade Commission

601 New Jersey Avenue NW Washington DC 20001 Federal Trade Commission (202) 326-2331Washington DC 20580

DATE SIGNED

OLj jzz J~()I~ v GENERAL INSTRUCTIONS

APPEARANCE TRAVEL EXPENSES The delivery of this subpoena to you by any method The Commissions Rules of Practice require that fees and prescribed by the Commissions Rules of Practice is mileage be paid by the party that requested your appearance legal service and may subject you to a penalty You should present your claim to counsel listed in Item 9 for imposed by law for failure to comply payment If you are permanently or temporarily living

somewhere other than the address on this subpoena and it would require excessive travel for you to appear you must get MOTION TO LIMIT OR QUASH prior approval from counsel listed in Item 9

The Commissions Rules of Practice require that any motion to limit or quash this subpoena must comply with

A copy of the Commissions Rules of Practice is available Commission Rule 334(c) 16 CFR sect 334(c) and in

online at httplQitlyFTCRJJiesofPr9cllilte Paper copies are particular must be filed within the earlier of 1 0 days after

available upon request service or the time for compliance The original and ten copies of the petition must be filed -before the

This subpoena does not require approval by OMB underAdministrative Law Judge and with the Secretary of the

the Paperwork Reduction Act of 1980Commission accompanied by an affidavit of service of the document upon counsel listed in Item 9 and upon all other parties prescribed by the Rules of Practice

FTC Form 70-E (rev 197)

RETURN OF SERVICE

I hereby certifY that a duplicate original of the within subpoena was duly seNed (check the method used)

( in person

(e by registered mail

( by leaving copy at principal office or place ofbusiness to wit

on the person named herein on

April25 2013 (Month day and year)

Devon Kelly (Name of person making seVice)

Litigation Support Specialist bull

(OfllclaltiUe)

UNITED STATES OF AMERICA BEFORE THE FEDERAL TRADE COMMISSION



) Phoebe Putney Health System Inc )

a corporation and ) )

Phoebe Putney Memorial Hospital Inc ) a corporation and ) DOCKET NO 9348

) Phoebe North Inc )


HCA Inc ) a corporation and )

) Palmyra Park Hospital Inc )


Hospital Authority of Albany-Dougherty County )

COMPLAINT COUNSELS SUBPOENA DUCES TECUM TO PRICEWATERHOUSECOOPERS LLP

Pursuant to the Federal Trade Commissions Rules ofPractice 16 CFR sectsect 331 and 334 and the Revised Scheduling Order entered by Chief Administrative Law Judge Chappell on April4 2013 Complaint Counsel hereby requests that PricewaterhouseCoopers LLP produce the following in accordance with the Definitions and Instructions set forth below

1 All documents relating to any of the Companys engagement contracts or retainer agreements with Phoebe Putney the Authority or Langley amp Lee LLC including but not limited to (i) all final and draft agreements and (ii) all communications and correspondence relating to any of the Companys final or draft engagement contracts or retainer agreements with Phoebe Putney the Authority or Langley amp Lee

2 All documents relating to the Companys Albany-Dougherty County Hospital Authority Lease Analysis dated May 31 2005 including all documents furnished for the preparation of the Analysis and all workpapers or supplemental documents or

Subpoena Duces Tecum Issued to PricewaterhouseCoopers LLP (Docket No 9348)

studies that the Company prepared or considered in connection with that Analysis

3 To the extent not produced in response to the other Specifications contained in this Subpoena all documents relating to any study analysis or report issued by the Company at the request of Phoebe Putney the Authority Langley amp Lee LLC or Dougherty County regarding the provision ofhealthcare services its prices its costs or its quality

4 To the extent not produced in response to the other Specifications contained in this Subpoena all communications between the Company and Phoebe Putney the Authority Langley amp Lee LLC or Dougherty County regarding the provision of healthcare services its prices its costs or its quality

5 To the extent not produced in response to the other Specifications contained in this Subpoena all documents relating to notes interviews data compilations or other internal-Company material regarding the provision ofhealthcare services its prices its costs or its quality

6 All documents relating to the terms operation performance of or amendments to the Lease and Transfer Agreement dated December 11 1990 as amended between the Authority and Phoebe Putney Memorial Hospital Inc

7 All documents that constitute a study analysis or report regarding the provision of healthcare services its prices its costs or its quality and prepared by the Company for general acute care hospitals in Georgia other than Phoebe Putney or Palmyra

I

8 All documents and communications relating to the relevant transaction

DEFINITIONS

A The term Authority means the Hospital Authority of Albany-Dougherty County and any predecessors divisions subsidiaries affiliates partnerships and joint ventures and all previous and former directors officers employees agents and representatives of the foregoing The terms subsidiary affiliate and joint venture refer to any person in which there is partial (25 percent or more) or total ownership or control between a legal entity and any other person

B The terms Commission or FTC mean the Federal Trade Commission

C The terms the Company or you mean PricewaterhouseCoopers LLP its domestic and foreign parents predecessors divisions subsidiaries affiliates partnerships and joint ventures and all directors officers employees agents and representatives of the foregoing The terms subsidiary affiliate and joint venture refer to any person in which there is partial (25 percent or more) or total ownership or control between a legal entity and any other person

2


D The term documents means all computer files and written recorded and graphic materials of every kind in the possession custody or control of the Company The term documents includes without limitation electronic mail messages electronic correspondence and drafts of documents metadata and other bibliographic or historical data describing or relating to documents created revised or distributed on computer systems copies ofdocuments that are not identical duplicates of the originals in that persons files and copies of documents the originals of which are not in the possession custody or control of the Company

l Unless otherwise specified the term documents excludes (a) bills oflading invoices purchase orders customs declarations and other similar documents of a purely transactional nature (b) architectural plans and engineering blueprints and (c) documents solely relating to environmental tax human resources OSHA or ERISA issues

i

2 The term computer files includes information stored in or accessible through computer or other information retrieval systems Thus the Company should produce documents that exist in machine-readable form including documents stored in personal computers portable computers workstations minicomputers mainframes servers backup disks and tapes archive disks and tapes and other forms of offline storage whether on or off Company premises If the Company believes that the required search of backup disks and tapes and archive disks and tapes can be narrowed in any way that is consistent with the Complaint Counsels need for documents and information you are encouraged to discuss a possible modification to this instruction with the Complaint Counsel representative identified on the last page of this Subpoena The Complaint Counsel representative will consider modifying this instruction to

(a) exclude the search and production of files from backup disks and tapes and archive disks and tapes unless it appears that files are missing from files that exist in personal computers portable computers workstations minicomputers mainframes and servers searched by the Company

(b) limit the portion ofbackup disks and tapes and archive disks and tapes that needs to be searched and produced to certain key individuals or certain time periods or certain requests identified by Complaint Counsel representatives or

(c) include other proposals consistent with Complaint Counsel policy and the facts of the case

E The terms each any and all mean each and every

F The term entity means any natural person corporation company partnership joint

3


venture association joint-stock company trust estate of a deceased natural person foundation fund institution society union or club whether incorporated or not wherever located and ofwhatever citizenship or any receiver trustee in bankruptcy or similar official or any liquidating agent for any of the foregoing in his or her capacity as such

G The term hospital means a facility that provides the relevant service as defined herein

H The term Palmyra means HCNPalmyra Palmyra Medical Center and Palmyra Park Hospital doing business as Palmyra Medical Center and its directors officers employees agents and representatives

I The terms or and and have both conjunctive and disjunctive meanings

J The term person includes the Company and means any natural person corporate entity partnership association joint venture government entity or trust

K The term Phoebe Putney means Phoebe Putney Health System Inc its domestic and foreign parents predecessors divisions subsidiaries including Phoebe Putney Memorial Hospital Inc Phoebe North Inc and Palmyra Health System affiliates partnerships and joint ventures and all directors officers employees agents and representatives of the foregoing The terms subsidiary affiliate and joint venture refer to any person in which there is partial (25 percent or more) or total ownership or control between a legal entity and any other person

L The term relevant service means general acute care hospital services (eg the provision of hospital care for medical diagnosis treatment and care of physically injured or sick persons with short-term or episodic health problems or infirmities excluding the treatment of mental illness or substance abuse or long-term services such as skilled nursing care) collectively and individually

M The term relevant transaction includes (i) the acquisition of Palmyra pursuant to the Asset Purchase Agreement dated December 21 2010 (ii) the possible acquisition of Palmyra referred to in paragraphs 29 through 49 of the Declaration of Joel Wernick dated May 16 2011 and filed in FTC v Phoebe Putney Health Systems Inc Case No 1 11-cv-00058 (WLS) (MD Ga) and (iii) any other instance in which either the Authority or Phoebe Putney considered purchasing Palmyra

INSTRUCTIONS

11 All documents should be produced within 21 days of the issuance of this Subpoena

12 All references to year refer to calendar year Unless otherwise specified each of the Specifications calls for documents andor information for each of the years from January 1 2008 to the present Where information is requested provide it separately

4


for each year Where yearly data is not yet available provide data for the calendar year to date If calendar year information is not available supply the Companys fiscal year data indicating the twelve-month period covered and provide the Companys best estimate of calendar year data

I3 Unless modified by agreement with Complaint Counsel this Subpoena requires a complete search of all the files ofthe Company The Company shall produce all responsive documents wherever located that are in the actual or constructive possession custody or control of the Company and its representatives attorneys and other agents including but not limited to consultants accountants lawyers or any other person retained by consulted by or working on behalf or under the direction of the Company

I4 This Subpoena is continuing in nature and shall be supplemented in the event that additional responsive documents are created prepared or received between the time of the Companys initial response and trial

I5 The Company need not produce documents that were already produced to the Commission in response to the Subpoena Duces Tecum issued to the Company by the Commission on or about March 30 2011 FTC File No 111-0067

I6 To protect patient privacy the Company shall mask any Sensitive Personally Identifiable Information (PII) or Sensitive Health Information (SHI) For purposes of this Subpoena PII means an individuals Social Security Number alone or an individuals name or address or phone number in combination with one or more of the following date ofbirth Social Security Number drivers license number or other state identification number or a foreign country equivalent passport number financial account numbers credit or debit card numbers For purposes of this Subpoena SHI includes medical records or other individually identifiable health information Where required by a particular Specification the Company shall substitute for the masked information a unique patient identifier that is different from that for other patients and the same as that for different admissions discharges or other treatment episodes for the same patient Otherwise the Company shall redact the PII or SHI but is not required to replace it with an alternate identifier

I7 Forms of Production The Company shall submit documents as instructed below absent written consent signed by Complaint Counsel

1 All information produced in electronic format shall be scanned for and free of viruses Complaint Counsel will return any infected media for replacement which may affect the timing of the Companys compliance with the Subpoena

2 Documents stored in electronic or hard copy format in the ordinary course of business shall be submitted in electronic format provided that such copies are true correct and complete copies of the original documents

5


(a) Submit Microsoft Access Excel and PowerPoint in native format with extracted text and metadata

(b) Submit all other documents other than those identified in subpart (2)(a) in image format with extracted text and metadata and

(c) Submit all hard copy documents in image format accompanied by OCR

3 For each document submitted in electronic format include the following metadata fields and information

(a) For documents stored in electronic format other than email beginning Bates or document identification number ending Bates or document identification number page count custodian creation date and time modification date and time last accessed date and time size location or path file name and MD5 or SHA Hash value

(b) For emails beginning Bates or document identification number ending Bates or document identification number page count custodian to from CC BCC subject date and time sent Outlook Message ID (if applicable) child records (the beginning Bates or document identification number of attachments delimited by a semicolon)

(c) For email attachments beginning Bates or document identification number ending Bates or document identification number page count custodian creation date and time modification date and time last accessed date and time size location or path file name parent record (beginning Bates or document identification number of parent email) and MD5 or SHA Hash value and

(d) For hard copy documents beginning Bates or document identification number ending Bates or document identification number page count and custodian

4 If the Company intends to utilize any de-duplication or email threading software or services when collecting or reviewing information that is stored in the Companys computer systems or electronic storage media in response to this Subpoena or if the Companys computer systems contain or utilize such software the Company must contact Complaint Counsel to determine with the assistance of the appropriate government technical officials whether and in what manner the Company may use such software or services when producing materials in response to this Subpoena

5 Submit electronic files and images as follows

6


(a) For any production 10 gigabytes or more use IDE and EIDE hard disk drives formatted in Microsoft Windows-compatible uncompressed data in USB 20 external enclosure

(b) For productions less than 10 gigabytes CD-R CD-ROMs and DVDshyROM for Windows-compatible personal computers and USB 20 Flash Drives are also acceptable storage formats and

(c) All documents produced in electronic format shall be scanned for and free of viruses Complaint Counsel will return any infected media for replacement which may affect the timing of the Companys compliance with this Subpoena

6 All documents responsive to this Subpoena regardless of format or form and regardless of whether submitted in hard copy or electronic format

(a) Shall be produced in complete form un-redacted unless privileged and in the order in which they appear in the Companys files and shall not be shuffled or otherwise rearranged For example

1 If in their original condition hard copy documents were stapled clipped or otherwise fastened together or maintained in file folders binders covers or containers they shall be produced in such form and any documents that must be removed from their original folders binders covers or containers in order to be produced shall be identified in a manner so as to clearly specify the folder binder cover or container from which such documents came and

ii If in their original condition electronic documents were maintained in folders or otherwise organized they shall be produced in such form and information shall be produced so as to clearly specify the folder or organization format

(b) Ifwritten in a language other than English shall be translated into English with the English translation attached to the foreign language document

(c) Shall be produced in color where necessary to interpret the document (if the coloring of any document communicates any substantive information or if black-and-white photocopying or conversion to TIFF format of any document (eg a chart or graph) makes any substantive information contained in the document unintelligible the Company

7

i


must submit the original document a like-colored photocopy or a JPEG format image)

(d) Shall be marked on each page with corporate identification and consecutive document control numbers

(e) Shall be accompanied by an affidavit of an officer of the Company stating that the copies are true correct and complete copies of the original documents and

(f) Shall be accompanied by an index that identifies

1 The name of each person from whom responsive documents are submitted and

ii The corresponding consecutive document control number(s) used to identify that persons documents and if submitted in paper form the box number containing such documents If the index exists as a computer file(s) provide the index both as a printed hard copy and in machine-readable form (provided that Complaint Counsel representatives determine prior to submission that the machine-readable form would be in a format that allows the agency to use the computer files) The Complaint Counsel representative will provide a sample index upon request

18 If any documents are withheld from production based on a claim ofprivilege provide a statement of the claim of privilege and all facts relied upon in support thereof in the form of a log that includes each documents authors addressees date a description of each document and all recipients of the original and any copies Attachments to a document should be identified as such and entered separately on the log For each author addressee and recipient state the persons full name title and employer or firm and denote all attorneys with an asterisk The description of the subject matter shall describe the nature of each document in a manner that though not revealing information itself privileged provides sufficiently detailed information to enable Complaint Counsel or a court to assess the applicability of the privilege claimed For each document withheld under a claim that it constitutes or contains attorney work product also state whether the Company asserts that the document was prepared in anticipation of litigation or for trial and if so identify the anticipated litigation or trial upon which the assertion is based Submit all non-privileged portions of any responsive document (including non-privileged or redactable attachments) for which a claim of privilege is asserted (except where the only non-privileged information has already been produced in response to this instruction) noting where redactions in the document have been made Documents authored by outside lawyers representing the Company that were not directly or indirectly furnished to the Company or any thirdshy

8


party such as internal law firm memoranda may be omitted from the log

19 If documents responsive to a particular Specification no longer exist for reasons other than the ordinary course ofbusiness or the implementation of the Companys document retention policy but the Company has reason to believe have been in existence state the circumstances under which they were lost or destroyed describe the documents to the fullest extent possible state the Specification(s) to which they are responsive and identify persons having knowledge of the content of such documents

IIO In order for the Companys response to this Subpoena to be complete the attached certification form must be executed by the official supervising compliance with this Subpoena notarized and submitted along with the responsive materials

l

111 Any questions you have relating to the scope or meaning of anything in this Subpoena or suggestions for possible modifications thereto should be directed to Josh Smith at (202) 326-3018 The response to the Subpoena shall be addressed to the attention of Josh Smith Federal Trade Commission 601 New Jersey Avenue NW Washington DC 20001 and delivered between 830am and 500pm on any business day to the Federal Trade Commission

9


CERTIFICATION

Pursuant to 28 US C sect 1746 I hereby certify under penalty of perjury that this response to the Subpoena Duces Tecum has been prepared by me or under my personal supervision from records of PricewaterhouseCoopers LLP and is complete and correct to the best of my knowledge and belief

Where copies rather than original documents have been submitted the copies are true correct and complete copies of the original documents If the Commission uses such copies in any court or administrative proceeding PricewaterhouseCoopers LLP will not object based upon the Commission not offering the original document

(Signature of Official) (TitleCompany)

(Typed Name of Above Official) (Office Telephone)

10


CERTIFICATE OF SERVICE

This is to certify that on April25 2013 I delivered via electronic mail and Federal Express Complaint Counsels Subpoena Duces Tecum to

Elizabeth Tanis Esq King amp Spalding LLP 1180 Peachtree Street NE Atlanta GA 30309-3521 (404) 572-4660 etanisCpoundvkslawcom


This is to certify that on April 25 2013 I delivered via electronic mail a copy of Complaint Counsels Subpoena Duces Tecum to

Lee K Van Voorhis Esq Katherine I Funk Esq Teisha C Johnson Esq Brian Rafkin Esq Jeremy Cline Esq Brian Burke Esq Jennifer Semko Esq John Fedele Esq Baker amp McKenzie LLP 815 Connecticut A venue NW Washington DC 20006 (202) 835-6162 lee vanvoorhisbakermckenzie com katherine funk(a) bakennckenziecom teisha johnsonbakermckenzie com brianrafkin bakennckenziecom jercmy clinear2bakermckenzie com brian burke(Zi)bakermckenziecom jcnn i fer semko(a~bakem1ckenzie com

johnfedele (bakennckenziecom

Counsel for Respondent Phoebe Putney Memorial Hospital Inc Phoebe Putney Health System Inc and Phoebe North Inc

11

Subpoena Duces Tecum Issued to PricewaterbouseCoopers LLP (Docket No 9348) Emmet J Bondurant Esq Frank M Lowrey Esq Ronan P Doherty Esq Michael A Caplan Esq Bondurant Mixson amp Elmore LLP 1201 Peachtree Street Suite 3900 Atlanta GA 30309 (404) 881-4126 bondurant bmelawcom lowreybmelaw com caplan(Zilbmelaw com

Counsel for Respondent Hospital Authority ofAlbany-Dougherty County

Kevin J Arquit Esq Aimee H Goldstein Esq Jennifer Rie Esq Simpson Thacher amp Bartlett LLP 425 Lexington A venue NewYorkNY 10017-3954 (212) 455-7680 karguit(~stblawcom

agoldstein(i1)stblaw com jrie stblawcom

Counselfor Respondent HCA Inc and Palmyra Park Hospital Inc

April25 2013 By s Maria DiMoscato Maria DiMoscato Attorney

12

EXHIBITB

UNITED STATES OF AMERICA

FEDERAL TRADE COMMISSION WASHINGTON DC 20580

Bureau of Competition Mergers IV

Joshua B Smith Direct Dial Attorney 202-326-3018

Email Fax jsm i th3~ 202-326-2286

May 3 2013

VIAE-MAIL

Drew D Dropkin Esq Elizabeth V Tanis Esq King amp Spalding 1180 Peachtree Street NE Atlanta GA 30309

RE In the Matter of Phoebe Putney Health System Inc et al Docket No 9348

Dear Mr~ Dropkin

This letter responds to our recent discussions regarding sugg~sted modifications to the subpoena duces tecum issued to PricewaterhouseCoopers LLP (PWC) on April25 2013 Based upon the representations you made during our conversations we make the modifications and deferrals listed below

Our agreement to modify the subpoena is based on the accuracy and completeness of the information we have received from you to date If such information is inaccurate or incomplete we reserve the right to reexamine my issues affected by any modification described below Our agreement to modify the subpoena is conditioned ortPWCs full complimce with the subpoena as modified bythis letter and my subsequent modification letters

Subpoena Specification I

PWCmay limit its response to only final engagement agreements

Subpoena Specifications 2

PWC may provide (1) the working papers for the engagement related to the2005 Phoebe Putney Hospital Authority Lease Analysis md (2) the sources referenced in Appendix B ofthe Phoebe Putney Hospital Authority Lease Analysis PWC may defer responding to the remainder of this specification at this time

Drew D Dropkin Esq King amp Spalding May32013 Page2

Subpoena Specifications 3 and 4

PWC may provide the working papers for the facility engagement and the implementation engagement with Phoebe Putney that began in 2011 and the engagement with Langley amp Lee LLC relating to a follow up study to the 2005 Lease Analysis as you described those engagements PWC may defer responding to the remainder of these specifications at this time

Specification 5

PWC is not required to respond to this specification

Specification 6

IfPWC has or had an engagement related to the Lease and Transfer Agreement other than the engagements referenced above in Specifications 2- 4 then PWC may provide the working papers for the engagement(s) and defer respondingto the remainder of this specification at this time If PWC has not had an engagement related to the Lease and Transfer Agreement other than the engagements referenced above in Specifications 2 - 4 then PWC is not required to respond to this specification at this time

Specification 7

In lieu ofresponding fully tothis specification at this time PWC may provide a listofthe studies analyses or reports regarding the provision of healthcare services its prices its costS or its quality and prepared by PWC for general acute care hospitals in Georgia other than Phoebe Putney or Palmyra The list will include the names ofthe client and the hospital and the name and date of the study analysis orreport

Specification 8

PWC may defer from responding to this specification at this time

Drew D Dropkin Esq King amp Spalding May3 2013 Page2

Please do not hesitate to contact me if you have any questions My colleagues and I remain available at any time to discuss additional modifications you have proposed or may wish to propose in the future

Kind regards

Josh Smith

e ey Perry Assistant Director Mergers IV


OFFICE OF ADMINISTRATIVE LAW roDGES ORIGINAL

_____________________________ )

middot i I I

In the Matter of

PHOEBE PUTNEY HEALTH SYSTEM INC and

PHOEBE PUTNEY MEMORIAL HOSPITAL INC and

PHOEBE NORTH INC and

HCA INC and

PALMYRAPARKHOSPITAL INC and

HOSPITAL AUTHORITY OF ALBANY-DOUGHERTY COUNTY

Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )

PROTECTIVE ORDER GOVERNING DISCOVERY MATERIAL

Commission Rule 331 (d) states In order to protect the parties and third parties against improper use and disclosure of confidential information the Administrative Law Judge shall issue a protective order as set forth in the appendix to this section 16 CFR sect 331 (d) Pursuant to Commission Rule 331 (d) the protective order set forth in the appendix to that section is attached verbatim as Attachment A and is hereby issued

ORDERED D Michael C ppel ChiefAdministrative Law Judge

Date April21 2011

ATTACHMENT A

For the purpose ofprotecting the interests of the parties and third parties in the above-captioned matter against improper use and disclosure ofconfidential information submitted or produced in connection with this matter

IT IS HEREBY ORDERED THAT this Protective Order Governing Confidential Material (Protective Order) shall govern the handling of all Discovery Material as hereafter defined

1 As used in this Order confidential material shall refer to any document or portion thereof that contains privileged competitively sensitive information or sensitive personal information Sensitive personal information shall refer to but shall not be limited to an individuals Social Security number taxpayer identification number financial account number credit card or debit card number drivers license number state-issued identification number passport number date ofbirth (other than year) and any sensitive health information identifiable by individual such as an individuals medical records Document shall refer to any discoverable writing recording transcript of oral testimony or electronically stored information in the possession of a party or a third party Conunission shall refer to the Federal Trade Commission (FTC) or any of its employees agents attorneys and all other persons acting on its behalf excluding persons retained as consultants or experts for purposes of this proceeding middot

2 Any document or portion thereof submitted by a respondent or a third party during a Federal Trade Commission investigation or during the course of this proceeding that is entitled to confidentiality under the Federal Trade Commission Act or any regulation interpretation or precedent concerning documents in the possession of the Commission as well as any information taken from any portion of such document shall be treated as confidential material for purposes of this Order The identity of a third party submitting such confidential material shall also be treated as confidential material for the purposes of this Order where the submitter has requested such confidential treatment

3 The parties and any third parties in complying with informal discovery requests disclosure requirements or discovery demands in this proceeding may designate any responsive document or portion thereof as confidential material including documents obtained by them from third parties pursuant to discovery or as otherwise obtained

4 The parties in conducting discovery from third parties shall provide to each third party a copy of this Order so as to inform each such third party ofhis her or its rights herein

5 A designation ofconfidentiality shall constitute a representation in good faith and after careful determination that the material is not reasonably believed to be already in the public domain and that counsel believes the material so designated constitutes confidential material as defined in Paragraph 1 of this Order

2

6 Material may be designated as confidential by placing on or affixing to the document containing such material (in such manner as will not interfere with the legibility thereof) or if an entire folder or box ofdocuments is confidential by placing or affixing to that folder or box the designation CONFIDENTIAL-FTC Docket No 9348 or any other appropriate notice that identifies this proceeding together with an indication of the portion or portions of the document considered to be confidential material Confidential information contained in electronic documents may also be designated as confidential by placing the designation CONFIDENTIAL-FTC Docket No 9348 or any other appropriate notice that identifies this proceeding on the face of the CD or DVD or other medium on which the document is produced Masked or otherwise redacted copies of documents may be produced where the portions deleted contain privileged matter provided that the copy produced shall indicate at the appropriate point that portions have been deleted and the reasons therefor

7 Confidential material shall be disclosed only to (a) the Administrative Law Judge presiding over this proceeding personnel assisting the Administrative Law Judge the Commission and its employees and personnel retained by the Commission as experts or consultants for this proceeding (b) judges and other court personnel ofany court having jurisdiction over any appellate proceedings involving this matter (c) outside counsel of record for any respondent their associated attorneys and other employees of their law firm(s) provided they are not employees of a respondent (d) anyone retained to assist outside counsel in the preparation or hearing of this proceeding including consultants provided they are not affiliated in any way with a respondent and have signed an agreement to abide by the terms of the protective order and (e) any witness or deponent who may have authored or received the information in question

8 Disclosure ofconfidential material to any person described in Paragraph 7 of this Order shall be only for the purposes of the preparation and hearing of this proceeding or any appeal therefrom and for no other purpose whatsoever provided however that the Commission may subject to taking appropriate steps to preserve the confidentiality of such material use or disclose confidential material as provided by its Rules ofPractice sections 6( f) and 21 of the Federal Trade Commission Act or any other legal obligation imposed upon the Commission

9 In the event that any confidential material is contained in any pleading motion exhibit or other paper filed or to be filed with the Secretary of the Commission the Secretary shall be so informed by the Party filing such papers and such papers shall be filed in camera To the extent that such material was originally submitted by a third party the party including the materials in its papers shall immediately notify the submitter of such inclusion Confidential material contained in the papers shall continue to have in camera treatment until further order of the Administrative Law Judge provided however that such papers may be furnished to persons or entities who may receive confidential material pursuant to Paragraphs 7 or 8 Upon or after filing any paper containing confidential material the filing party shall file on the public record a duplicate copy of the paper that does not reveal confidential material Further if the protection for any such material expires a party may file on the publjc record a duplicate copy which also contains the formerly protected material

3

j

I I

I

10 If counsel plans to introduce into evidence at the hearing any document or transcript containing confidential material produced by another party or by a third party they shall provide advance notice to the other party or third party for purposes of allowing that party to seek an order that the document or transcript be granted in camera treatment If that party wishes in camera treatment for the document or transcript the party shall file an appropriate motion with the Administrative Law Judge within 5 days after it receives such notice Except where such an order is granted all documents and transcripts shall be part of the public record Where in camera treatment is granted a duplicate copy of such document or transcript with the confidential material deleted therefrom may be placed on the public record

11 Ifany party receives a discovery request in any investigation or in any other proceeding or matter that may require the disclosure of confidential material submitted by another party or third party the recipient of the discovery request shall promptly notify the submitter of receipt of such request Unless a shorter time is mandated by an order of a court such notification shall be in writing and be received by the submitter at least 10 business days before production and shall include a copy of this Protective Order and a cover letter that will apprise the submitter of its rights hereunder Nothing herein shall be construed as requiring the recipient of the discovery request or anyone else covered by this order to challenge or appeal any order requiring production of confidential material to subject itself to any penalties for non-compliance with any such order or to seek any relief from the Administrative Law Judge or the Commission The recipient shall not oppose the submitters efforts to challenge the disclosure ofconfidential material In addition nothing herein shall limit the applicability of Rule 41l(e) ofthe Commissions Rules of Practice 16 CFR 411(e) to discovery requests in another proceeding that are directed to the Commission

12 At the time that any consultant or other person retained to assist counsel in the preparation of this action concludes participation in the action such person shall return to counsel all copies ofdocuments or portions thereof designated confidential that are in the possession of such person together with all notes memoranda or other papers containing confidential information At the conclusion of this proceeding including the exhaustion ofjudicial review the parties shall return documents obtained in this action to their submitters provided however that the Commissions obligation to return documents shall be governed by the provisions ofRule 412 of the Rules ofPractice 16 CFR 412

13 The provisions of this Protective Order insofar as they restrict the communication and use ofconfidential discovery material shall without written permission of the submitter or further order of the Commission continue to be binding after the conclusion of this proceeding

4

EXHIBITC

From Smith Joshua To Dropkin Drew Ta nis Beth Cc Razi Sara Dimoscato Maria Subject RE In re Phoebe Putney (FTC Docket No 9348) - Subpoena Modification Date Friday May 03 2013 50215 PM

Mr Dropkin

Further to the Modification Letter sent to you in the email below we will additionally state that

PWC may defer from responding to Specifi cation 7 at this time

Josh Smith

From Smith Joshua Sent Friday May 03 2013 256 PM To ddropkinkslawcom etaniskslawcom Cc Perry Jeffrey Subject In re Phoebe Putney (FTC Docket No 9348)- Subpoena Modification

Mr Dropkin

Please find attached a letter modifying the subpoena issued to PWC on April 25 2013 I also attach

a protective order from Judge Chappell for your information

Please do not hesitate to call me with any questions

Josh Smith

US Federal Trade Commission

Bureau of Competition

Mergers IV Division

601 New Jersey Avenue NW

Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD

King amp Spalding LLP 1180 Peachtree Street NE Atlanta GA 30309-3521 Tel +I 404 572 2788 Fax +1 404 572 5100 wwwkslawcom

KING amp SPALDING

Drew Dropkin Counsel

May 6 2013

VIA EMAIL AND US MAIL

Joshua Smith Esq Federal Trade Commission 601 New Jersey Avenue NW Washington DC 20001 jsmith3ftcgov

Rc In re Phoebe Putney Health System Inc et al Docket No 9348

April252013 Subpoena Duces Tecum to PricewaterhouseCoopers LLP

Dear Josh

Subject to any claims of privilege or other protection from disclosure that might be asserted by PwC or its clients (see 16 CFR sect 338A(a)) PwC agrees to produce documents pursuant to the Federal Trade Commissions subpoena duces tecum dated April25 2013 (the Subpoena) as modified by your May 3 2013 modification letter and as modified by your subsequent May 3 2013 emailregarding Specification 7

This letter setsforth the general and specific objections ofPricewaterhouseCoopers LLP (PwC) to the Subpoena as originally drafted and issued

GENERAL OBJECTIONS

PwC asserts the following general o~jections which are hereby incorporated by reference into PwC s specific objections to each document request of the Subpoena

1 PwC objects to the document requests definitions and instructions m the Subpoena as overly broad and unduly burdensome

2 PwC objects to the document requests definitions and instructions in the Subpoena because the enormous expense ofthe proposed discovery outweighs its likely benefit

Mr Joshua D Smith May 6 2013 Page2

3 PwC objects to the document requests definitions and instructions in the Subpoena on the ground that they unreasonably require full production of documents and information by May 162013

4 PwC objects to the document requests definitions and instructions in the Subpoena on the ground that they request documents or information that are irrelevant to this adjudicative proceeding and are not reasonably calculated to lead to the discovery of admissible evidence

5 PwC objects to the document requests definitions and instructions in the Subpoena because compliance would unduly disrupt and seriously hinder normal operations ofPwCs business

6 PwC objects to the document requests definitions and instructions in the Subpoena to the extent that they seek the disclosure of information or production of documents subject to the attorney-client privilege the attorney work product privilege the common interest privilege or any other applicable privilege protection or immunity from disclosure

7 PwC objects to the document requests definitions and instructions in the Subpoena to the extent that they require PwC to do more than is required by the applicable rules ofprocedure

8 PwC objects to the document requests definitions and instructions in the Subpoena because they fail to specify with reasonable particularity the material to be produced PwC will construe the words in the middot Subpoena according to their commonly understood meanings

9 PwC objects to Instruction L2 of the Subpoena because it is vague and ambiguous

10 PwC objects to Instruction 13 of the Subpoenat which requires a complete search of all the files of the Company and production of all responsive documents wherever located Such instruction is contrary to the legal requirement of a reasonable search for responsive information and to any notion of deshyduplication as set forth in Instruction 174 of the Subpoena

11 PwC objects to Instruction IA of the Subpoena which requires a continuing supplementation of any docmnent production as unduly burdensome~ unreasonable and demanding more than is required by the applicable rules of procedure

12 PwC objects to the document requests definitions and instructions in the Subpoena because the discovery sought is unreasonably cumulative and duplicative and is obtainable from other sources that arc more convenient less burdensome and less expensive

Mr Joshua D Smith May 6 2013 Page 3

13 PwC objects to the document requests definitions and instructions in the Subpoena because the FTC has had ample opportunity by discovery in the action to obtain the information sought

14 PwC objects to the document requests definitions and instructions m the Subpoena because the Subpoena is improper under 15 USC sect 49

SPECIFIC OBJECTIONS

The following specific objections fully incorporate are subject to and are made without waiver of the foregoing general o~jections

Request 1 All documents relating to any of the Companys engagement contracts or retainer agreements with Phoebe Putney the Authority or Langley amp Lee LLC including but not limited to (i) all final and draft agreements amd (ii) all communications and correspondence relating to anymiddotofthe Companys final or draft engagement contracts or retainer agreements with Phoebe Putney the Authority or Langley amp Lee

Modification PWC may limit its revponse to only final engagement agreements

RESPONSE

PwC incorporates by reference all ofits general objections set forth above

As modified PwC objects to Request No 1 to the extent it seeks the production of documents subject to the attorney-client privilege the attorney work product doctrine the common interest privilege 26 US C sectsect 6713 and 7216 26 CFR sect 3017216-J(b) or any other applicable privilege~ protection immunity or confidentiality including all applicable privileges protections immunities or confidentiality asserted at the instruction ofPwCs client(s)

With respectto the unmodified version of Request No 1 PwC objects to Request No 1 to the extent that it is overbroad and requests documents that are irrelevant to this adjudicative proceeding and are not reasonably calculated to lead to the discovery of admissible evidence including in particular non-final drafts middotof engagement letters and retainer agreements and every piece of communication or correspondence relating to every draft or final engagement letter or retainer agreement PwC objects to Request No I to the extent it seeks the production of documents subject to the attorney-client privilege the attorney work product doctrine the common interest privilege 26 USC sectsect 6713 and 7216 26 CFR sect J017216-3(b or any other applicable privilege protection immunity or confidentiality including all applicable privileges protections immunities or confidentiality asserted at the instruction ofPwCs client(s)

Subject to and without waiving the foregoing general and specific objections PwC already has produced to the FTC the engagement letter dated December 30 2010 between PwC


and PPHS (bearing production numbers PwC-206 to PwC-219) and the engagement letter dated February 242011 between PwC and PPMH (bearing production numbers PwC-91 to PwC-98)

Request 2 All documents relating to the Companys Albany-Dougterty County Hospital Authority Lease Analysis dated May 31 2005 including all documents furnished for the preparation of the Analysis and all workpapers or supplemental documents or studies that the Company prepared or considered in connection with that Analyiis

Deferral PWC may provide (1) the working papers for the engagement related to the 2005 Phoebe Putney Hospital Authority Lease Analysis and (2) the sources referenced in Appendix B of the Phoebe Putney Hospital Authority Lease Analysis PWC may defer responding to the remainder of this specification at this time

RESPONSE

PwC incorporates by reference all of its general objections set forth above

With respect to the non-deferred portion of Request No 2 PwC objects to Request No 2 to the extent it seeks the production of documents subject to the attorney-client privilege~ the attorney work product doctrine the common interest privilege 26 USC sectsect 6713 and 7216 26 CFR sect 3017216-3(b) or any other applicable privilege protection immunity or confidentiality including all applicable privileges protections immunities or confidentiality asserted at the instruction ofPwCs client(s)

With respect to the deferred portion of Request No 2 PwC objects to Request No 2 to the extent that it is overbroad and unduly burdensome in scope and in that PwC cannot search for collect process review and produce all non-privileged documents and intbrmation responsive to Request No 2 by May 16 2013 a required by the Subpoena PwC objects to Reque~1 No 2 to the extent it requests documents that are irrelevant to this adjudicative proceeding and arc not reasonably calculated to lead to the discovery ofadmissible evidence PwC objects to Request No 2 to the extent it seeks the production of documents subject to the attorney-client privilege the attorney work product doctrine the common interest privilege 26 USC sectsect 6713 and 7216 26 CFR sect 3017216-3(b) or any other applicable privilege protection immunity or confidentiality including all applicable privileges protections immunities or confidentiality asserted at the instruction ofPwCs client(s) middot

Subject to and without waiving the foregoing general and specific objections PwC already has produced to the FTC the publicly released report entitled Albany-Dougherty County Hospital Authority Lease Analysis (bearing production numbers PwC-1 to PwC-31 )

Request 3 To the extent not produced in response to the other Specifications contained in this Sttbpoena all documents relating to any study analysis or report issued by tile Company at the request of Phoebe Putney~ tl1e Authority Langley amp Lee


LLC or Dougherty County regarding the provision of healthcare services its prices its costs or its quality

Deferral PWC may provide the working papers for the facility engagement and the implementation engagement with Phoebe Putney that began in 2011 and the engagement with Langley amp Lee LLC relating to a follow up study to the 2005 Lease Analysis as you described those engagements 1 PWC may defer responding to tl1e remainder ofthese specifiCations at this time

RESPONSE


With respect to the non-deferred portion of Request No3 PwC objects to Request No3 to the extent it seeks the production of documents subject to the attorney-client privilege the attorney work product doctrine the common interest privilege 26 USC sectsect 6713 and 7216 26 CFR sect 3017216-3(b) or any other applicable privilege protection immunity or confidentiality including all applicable privileges protections immunities or confidentiality asserted at the instruction ofPwCs client(s)

With respect to the deferred portion of RequestNo 3 PwC objects to Request No~ 3 to the extent that it is overbroad and unduly burdensome in scope and in that PwC cannot search for collect process review and prlt_gtduce all non-privileged documents and information responsive to Request No 3 by May 16 2013 as required by the Subpoena PwC objects to Request No 3 to the extent it requests documents that are irrelevant to this adjudicative proceeding and are not reasonably calculated to lead to the discovery of admissible evidence PwC objects to Request No 3 to the extent it seeks the production of documents subject to the attorney-client privilege the attorney work product doctrine the common interest privilege~ 26 USC sectsect 6713 and 7216 26 CFR sect 3017216-3(b or any other applicable privilege protection immunity or confidentiality including all applicable privileges protections immunities or confidentiality asserted at the instruction ofPwCs client(s)

Subject to and without waiving the foregoing general and specific objections PwC already has produced to the FTC the publicly released report entitled Albany-Dougherty County Hospital Authority Lease Analysis (bearing production numbers PwC-1 to PwC-31) and the draft report entitled Project Scan Due Diligence (bearing production numbers PwC-32 to PwCshy71)

Request 4 To the extent not produced in re~ponse to the otlzer Specifications contained in tlzis Subpoena all communications between the Company and Phoebe Putney tJe Authority Langley amp Lee LLC or Dougherty County regarding the provision ofhealthcare services its prices its costs or its quality

1 To clarify the follow up engagement to the 2005 Lease Analysis was performed tor Perry amp Walters LLP rather than for Langley amp Lee LLC


Deferral PWC may provide the working papers for the facility engagement and the implementation engagement with Phoebe Putney that began in 2011 and the engagement with Langley amp Lee LLC relating to a follow up study to the 2005 Lease Analysis as you described those engagements2 PWC may defer respondilrg to the remainder ofthe~e specifications at this time

RESPONSE


With respect to the non-deferred portion of Request No 4 PwC objects to Request No 4 to the extent it seeks the production of documents subject to the attorney-client privilege the attorney work product doctrine the common interest privilege 26 USC sectsect 6713 and 7216 26 CFR sect 30L72l6-3(b) or arty other applicable privilege protection immunity or confidentiality including all applicable privileges protections immunities or confidentiality asserted at the instruction of PwCs client(s)

With respect to the deferred portion of Request No 4 PwC objects to Request No 4 to the extent that it is overbroad and unduly burdensome in scope and in that PwC cannot search tor collect process review and produce all non-privileged documents and information responsive to Request No 4 by May 16 2013 as required by the Subpoena PwC objects to Request No 4 to the extent it requests documents that are irrelevant to this adjudicative proceeding and are not reasonably calculated to lead to the discovery of admissible evidence PwC objects to Request No 4 to the extent it seeks the production of documents subject to the attorney-client privilege th~ attorney work product doctrin~ the common interest privilege 26 USC sectsect 6713 and 7216 26 CFR sect 3017216-3(b) or any other applicable privilege protection immunity or confidentiality including all applicable privileges protections immunities or confidentiality asserted at the instruction ofPwCs client(s)

Requeft 5 To the extent not produced in response to the other Specifications contained in tltis Subpoena all documents relating to notes interviews data compilations and other internal-Company material regardi11g the provision of Jaealthcare services its prices its costs or its quality

Modification PWC is not required to respond to this specification

RESPONSE

PwC incorporates by reference all middotof its general objections set forth above

As modified Request No5 has been withdrawn by the FTC

2 middotro clarify the follow up engagement to the 2005 Lease Analysis was performed for Perry amp Walters LLP rather than tor Langley amp Lee LLC


With respect to the unmodified version of Request No 5 PwC objects to Request No 5 to the extent that it is overbroad and unduly burdensome in scope and in that PwC cannot search for collect process review and produce all non-privileged documents and information responsive to Request No 5 by May 16 2013 as required by the Subpoena PwC objects to Rcque~t No 5 to the extent it requests documents that are irrelevant to this adjudicative proceeding and are not reasonably calculated to lead to the discovery of admissible evidence PwC objects to Request No 5 to the extent it seeks the production middotof documents subject to the attorneymiddotclient privilege the attorney work product doctrine the common interest privilege 26 USC sectsect 6713 and 7216 26 CFR sect 3017216-3(b) or any other applicable privilege protection immunity or confidentiality including all applicable privileges protections immunities or confidentiality asserted at the instruction ofPwCs client(s)

Request 6 All documents relating to the terms operation or performance of oi amendments to the Lease and TransferAgreement dated December 11 1990 as amended between the Authority and Phoebe Putney Memorial Hospital Inc

Deferral If PWC has or had an engagement related to the Lease and Transfer Agreement other than tlte engagements referenced above in Specifications 2 shy

4 then PWC may provide the working papers for the engagement and defer responding to the remainder or this specification at this time IfPWC has not had an engagement related to tire Lease am TransferAgreement other than the engagements referenced above in Specifications 1 - 4 tit en PWC is not required to respond to this specification at this time

RESPONSE

PwC incorporates by reterence aU of its general objections set forth above

With respect to the non-deferred portion of Request No 6 PwC objects to Request No 6 to the extent it seeks the production of documents subject to the attorney-client privilege the attorney work product doctrine the common interest privilege 26 USC sectsect 6713 and 7216 26 CFR sect 3017216-J(b) or any other applicable privilege protection immunity or confidentiality including all applicable privileges protections immunities or confidentiality asserted at the instruction ofPwGs client(s)

With respect to the deferred portion of Request No 6 PwC objects to Request No 6 to the extent that it is overbroad and unduly burdensome in scope and in that PwC cannot search for collect process review and produce all non-privileged documents and information responsive to Request No 6 by May 16 2013 as required by the Subpoena PwC objects to Request No 6 to the extent it requests documents that are irrelevant to this adjudicative proceeding and are not reasonably calculated to lead to the discovery of admissible evidence PwC objects to Request No~ 6 to the extent it seeks the production of documents subject to the attorney-client privilege the attorney work product doctrine the common interest privilege 26 USC sectsect 6713 and 7216 26 CFR sect 3017216-J(b) or any other applicable privilege

i


protection immunity or confidentiality including all applicable privileges protections immunities or confidentiality asserted at the instructio~ ofPwCs client(s)

Request 7 All documents that constitute a study analysis or report regarding provision ofhealthcare services its prices its costs or its quality and prepby the Company for general acute care lwspitas in Georgia other than PhoPutney or Palmyra

the ared ebe

Deferral PWC may defer from responding to Specification 7 at this time

RESPONSE


Request No7 has been deferred in its entirety

With respect to the deferred portion of Request No 7 PwC objects to Request No 7 to the extent that it is overbroad and unduly burdensome in scope and in that PwC cannot search for collect process review and produce all non-privileged documents and information responsive to Request No 7 by May 16 2013 as required by the Subpoena PwC objects to Request No 7 to the extent it requests documents that are irrelevant to this adjudicative proceeding and are not reasonably calculated to lead to the discovery of admissible evidence PwC objects to Request No 7 to the extent it seeks the production of documents subject to the attorney-client privilege the attorney work product doctrine the common interest privilege 26 USC sectsect 6713 and 7216 26 CFR sect 3017216-3(b) or any other applicable privilege protection immunity or confidentiality including all applicable privileges protections immunities or confidentiality asserted at the instruction ofPwCs client(s)

Request 8 All documents and communications relating to the relevant tranmction

Deferral PWC may deferfrom responding to this specification at tit is time

RESPONSE


Request No 8 has been deferred in its entirety

With respect to the deferred portion of Request No 8 PwC objects to Request No 8 to the extent that it is overbroad and unduly burdensome in scope and in that PwC cannot search for collect process review and produce all non-privileged documents and information responsive to Request No8 by May 16 2013 as required by the Subpoena PwC objects to Request No 8 to the extent it requests documents that are irrelevant to this adjudicative proceeding and are not reasonably calculated to lead to the discovery of admissible evidence PwC objects to Request No 8 to the extent it seeks the production of documents subject to the attorney-client privilege the attorney work product doctrine the common interest privilege 26


USC sectsect 6713 and 7216 26 CFR sect 3017216-3(b) or any other applicable privilege protection immunity or confidentiality including all applicable privileges protections immunities or confidentiality asserted at the instruction ofPwCs client(s)

Subject to and without waiving the foregoing general and specific objections PwC has produced to the FTC several hundred pages ofdocuments potentially responsive to Request No 8 (bearing production numbers PwC-1 to PwC-90 PwC-99 to PwC-205 and PwC-220 to PwCshy589)

cc Elizabeth V Tanis Esq (via email only) Emmet J Bondurant Esq (via email only) Frank M Lowrey Esq (via email only) Ronan P Doherty Esq (via email only) Michael A Caplan Esq (via email only) Lee K Van Voorhis Esq (via email only) Katherine I Funk Esq (via email only) BrianBurke Esq (via email only) Jennifer Semko Esq (via email only) Teisha C Johnson Esq (via email only) Brian Rafkin Esq (via email only) Jeremy Cline Esq (via email only) John Fedele Esq (via email only) middot

EXHIBITE




) PHOEBE PUTNEY HEALTH SYSTEM INC et al ) Docket No 9348

) Public Respondents ) ____________________________________)

PROPOSED ORDER

On April25 2013 Complaint Counsel served a Subpoena Duces Tecum (the Subpoena) on PricewaterhouseCoopers LLP (PwC)

Complaint Counsel subsequently agreed to certain modifications and deferrals of the Specifications set forth in the Subpoena and PwC agreed to produce documents-subject to any claims ofprivilege or other protection from disclosure that might be asserted by PwC or its clients (see 16 CFR sect 338A(a))-responsive to the non-deferred Specifications in the Subpoena

To preserve its objections to the Subpoena as originally drafted and issued PwC filed a Motion to Quash or Limit Subpoena Duces Tecum (the Motion) on May 6 2013 PwC indicated-that-i-ts-Metien-weuld-he-ripe-fer-aajudieatien-enly-ifeuroemplaint Counsel attempted to withdraw the modifications or renew the deferred Specifications [Complaint Counsel has attempted to withdraw the modifications andor renew the deferred Specifications Accordingly this Motion is now ripe for adjudication]

Because the Subpoena as originally drafted and issued seeks documents or information that are not reasonably expected to yield information relevant to this proceeding (see 16 CF R sect 331(c)(1 )) is unreasonably cumulative and duplicative (see 16 CFR sect 331(c)(2)(i)) seeks documents or information that is obtainable from other sources (see 16 CFR sect 331(c)(2)(i)) does not provide sufficient time for compliance (see 16 CF R sect 331 ( c )(2)(ii) ) and imposes an unreasonable burden and expense on PwC (see 16 CF R sect 331 ( c )(2)(iii) ) the Subpoena is quashed (See 16 CFR sect 334(c))

ORDERED D Michael Chappell Chief Administrative Law Judge

Dated _____

i


I hereby certify that on the 6th day of May 2013 I caused the original and twelve (12)

copies of the Motion to Quash or Limit with attached Exhibits to be filed with the Secretary of

The Federal Trade Commission by hand delivery and electronic delivery to

DonaldS Clark Secretary

FEDERAL TRADE COMMISSION Room H-113

600 Pennsylvania A venue NW Washington DC 20580

dclarkftcgov

I also certify that I delivered via electronic mail and hand delivery a copy of the foregoing to

The Honorable D Michael Chappell Administrative Law Judge


600 Pennsylvania Avenue NW Washington DC 20580

oaljftcgov

and by hand delivery US Mail and by electronic mail to the following

Jeffrey K Perry Esq Joshua Smith Esq

FEDERAL TRADE COMMISSION 601 New Jersey Avenue NW

Washington DC 20001 jperryftc gov

jsmith3ftcgov

and by US Mail and electronic mail to the following

Jeffrey K Perry Esq jpenmiddotyftcgov Joshua Smith Esq jsmith3ftcgov Edward D Hassi Esq ehassiftcgov MariaM DiMoscato Esq mdimoscatoftcgov

12

Sara Y Razi Esq sraziftcgov Christopher Abbott cabbottftcgov Lucas Ballet lballet(a)ftcgov Amanda Lewis alewis 1ftc gov Douglas Litvack dlitvackftcgov Mark Seidman mseidmanftcgov Stelios Xenakis sxenakisftcgov Jennifer Schwab jschwabftcgov FEDERAL TRADE COMMISSION

Bureau of Competition 600 Pennsylvania Avenue NW Washington DC 20580

Complaint Counsel Bureau ofCompetition Federal Trade Commission

Kevin J Arquit Esq karquitstblawcom Aimee H Goldstein Esq agoldsteinstblawcom Jennifer Rie Esq jriestblawcom SIMPSON THACHER amp BARTLETT LLP 425 Lexington A venue New York NY 10017

Counsel for Respondent HCA Inc and Palmyra Park Hospital Inc

LeeK Van Voorhis Esq leevanvoorhisbakermckenziecom Katherine I Funk Esq katherineftmdbakermckenziecom Brian Rafkin Esq brianrafkinbakermckenziecom Jeremy Cline Esq jeremycline(a)bakermckenziecom Brian Burke Esq brianburkebakermckenziecom Jennifer Semko Esq je1mifersemkobakermckenziecom John Fedele Esq johnfedelebakermckenziecom BAKER amp McKENZIE LLP 815 Connecticut A venue NW Washington DC 20006

James C Egan Jr Esq jimeganweilcom WEIL GOTSHAL amp MANGES LLP 1300 Eye Street NW Suite 900 Washington DC 20005


13

Emmet J Bondurant Esq Bondurantbmelawcom Frank M Lowrey Esq lowreybmelawcom Michael A Caplan Esq caplanbmelawcom BONDURANT MIXSON amp ELMORE LLP 1201 Peachtree Street Suite 3900 Atlanta GA 30309


Dated May 6 2013

KING amp SPALDING LLP

21lt~~ Meredith Moss WDC BarNo 484108 Counsel for PricewaterhouseCoopers LLP

14

TABLE OF CONTENTS

I PRELIMINARY STATEMENT 1

II FACTUAL BACKGROUND 1

A The First Subpoena 2

B The Second Subpoena 2

C The Third Subpoena The Subpoena at Issue Here 3

III ARGUMENT 5

A The Subpoena Imposes an Undue Burden on PwC Because of Its Broad Scope and the Short Time Period Allotted for Compliance 5

B The Subpoena Impermissibly Seeks Production of Irrelevant Immaterial Documents 6

C PwCs Efforts to Comply with the Subpoena Would Obstruct Its Normal Business Operations 8

D The Subpoena Requests Information That Is Protected from Disclosure8

IV CONCLUSION 9













































2



















Palmyra






3
























4

III ARGUMENT






















5

i


middot

00352-JB-A (DN M May 2 2007)






















6








v Walling 327 US 186209 (1946))














of Palmyra

7











unreasonable









quashed




8










IV CONCLUSION





Dated May 6 2013




9

(404) 572A600 (404) 572-5140 (fax)


10












Dated May 6 2013


11

EXHIBIT A















DATE SIGNED











RETURN OF SERVICE


( in person







(OfllclaltiUe)
























I


DEFINITIONS




2




i







3










INSTRUCTIONS



4










5












6











7

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14













































2



















Palmyra






3
























4

III ARGUMENT






















5

i


middot

00352-JB-A (DN M May 2 2007)






















6








v Walling 327 US 186209 (1946))














of Palmyra

7











unreasonable









quashed




8










IV CONCLUSION





Dated May 6 2013




9

(404) 572A600 (404) 572-5140 (fax)


10












Dated May 6 2013


11

EXHIBIT A















DATE SIGNED











RETURN OF SERVICE


( in person







(OfllclaltiUe)
























I


DEFINITIONS




2




i







3










INSTRUCTIONS



4










5












6











7

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14

























2



















Palmyra






3
























4

III ARGUMENT






















5

i


middot

00352-JB-A (DN M May 2 2007)






















6








v Walling 327 US 186209 (1946))














of Palmyra

7











unreasonable









quashed




8










IV CONCLUSION





Dated May 6 2013




9

(404) 572A600 (404) 572-5140 (fax)


10












Dated May 6 2013


11

EXHIBIT A















DATE SIGNED











RETURN OF SERVICE


( in person







(OfllclaltiUe)
























I


DEFINITIONS




2




i







3










INSTRUCTIONS



4










5












6











7

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14



















Palmyra






3
























4

III ARGUMENT






















5

i


middot

00352-JB-A (DN M May 2 2007)






















6








v Walling 327 US 186209 (1946))














of Palmyra

7











unreasonable









quashed




8










IV CONCLUSION





Dated May 6 2013




9

(404) 572A600 (404) 572-5140 (fax)


10












Dated May 6 2013


11

EXHIBIT A















DATE SIGNED











RETURN OF SERVICE


( in person







(OfllclaltiUe)
























I


DEFINITIONS




2




i







3










INSTRUCTIONS



4










5












6











7

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14
























4

III ARGUMENT






















5

i


middot

00352-JB-A (DN M May 2 2007)






















6








v Walling 327 US 186209 (1946))














of Palmyra

7











unreasonable









quashed




8










IV CONCLUSION





Dated May 6 2013




9

(404) 572A600 (404) 572-5140 (fax)


10












Dated May 6 2013


11

EXHIBIT A















DATE SIGNED











RETURN OF SERVICE


( in person







(OfllclaltiUe)
























I


DEFINITIONS




2




i







3










INSTRUCTIONS



4










5












6











7

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14

III ARGUMENT






















5

i


middot

00352-JB-A (DN M May 2 2007)






















6








v Walling 327 US 186209 (1946))














of Palmyra

7











unreasonable









quashed




8










IV CONCLUSION





Dated May 6 2013




9

(404) 572A600 (404) 572-5140 (fax)


10












Dated May 6 2013


11

EXHIBIT A















DATE SIGNED











RETURN OF SERVICE


( in person







(OfllclaltiUe)
























I


DEFINITIONS




2




i







3










INSTRUCTIONS



4










5












6











7

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14

i


middot

00352-JB-A (DN M May 2 2007)






















6








v Walling 327 US 186209 (1946))














of Palmyra

7











unreasonable









quashed




8










IV CONCLUSION





Dated May 6 2013




9

(404) 572A600 (404) 572-5140 (fax)


10












Dated May 6 2013


11

EXHIBIT A















DATE SIGNED











RETURN OF SERVICE


( in person







(OfllclaltiUe)
























I


DEFINITIONS




2




i







3










INSTRUCTIONS



4










5












6











7

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14








v Walling 327 US 186209 (1946))














of Palmyra

7











unreasonable









quashed




8










IV CONCLUSION





Dated May 6 2013




9

(404) 572A600 (404) 572-5140 (fax)


10












Dated May 6 2013


11

EXHIBIT A















DATE SIGNED











RETURN OF SERVICE


( in person







(OfllclaltiUe)
























I


DEFINITIONS




2




i







3










INSTRUCTIONS



4










5












6











7

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14











unreasonable









quashed




8










IV CONCLUSION





Dated May 6 2013




9

(404) 572A600 (404) 572-5140 (fax)


10












Dated May 6 2013


11

EXHIBIT A















DATE SIGNED











RETURN OF SERVICE


( in person







(OfllclaltiUe)
























I


DEFINITIONS




2




i







3










INSTRUCTIONS



4










5












6











7

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14










IV CONCLUSION





Dated May 6 2013




9

(404) 572A600 (404) 572-5140 (fax)


10












Dated May 6 2013


11

EXHIBIT A















DATE SIGNED











RETURN OF SERVICE


( in person







(OfllclaltiUe)
























I


DEFINITIONS




2




i







3










INSTRUCTIONS



4










5












6











7

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14

(404) 572A600 (404) 572-5140 (fax)


10












Dated May 6 2013


11

EXHIBIT A















DATE SIGNED











RETURN OF SERVICE


( in person







(OfllclaltiUe)
























I


DEFINITIONS




2




i







3










INSTRUCTIONS



4










5












6











7

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14












Dated May 6 2013


11

EXHIBIT A















DATE SIGNED











RETURN OF SERVICE


( in person







(OfllclaltiUe)
























I


DEFINITIONS




2




i







3










INSTRUCTIONS



4










5












6











7

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14

EXHIBIT A















DATE SIGNED











RETURN OF SERVICE


( in person







(OfllclaltiUe)
























I


DEFINITIONS




2




i







3










INSTRUCTIONS



4










5












6











7

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14















DATE SIGNED











RETURN OF SERVICE


( in person







(OfllclaltiUe)
























I


DEFINITIONS




2




i







3










INSTRUCTIONS



4










5












6











7

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14

RETURN OF SERVICE


( in person







(OfllclaltiUe)
























I


DEFINITIONS




2




i







3










INSTRUCTIONS



4










5












6











7

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14
























I


DEFINITIONS




2




i







3










INSTRUCTIONS



4










5












6











7

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14








I


DEFINITIONS




2




i







3










INSTRUCTIONS



4










5












6











7

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14




i







3










INSTRUCTIONS



4










5












6











7

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14










INSTRUCTIONS



4










5












6











7

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14










5












6











7

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14












6











7

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14











7

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14

i









8





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14





l


9


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14


CERTIFICATION





10










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14










11







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14







12

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14

EXHIBITB






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14






May 3 2013

VIAE-MAIL



Dear Mr~ Dropkin










Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14




Specification 5


Specification 6


Specification 7


Specification 8




Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14



Kind regards

Josh Smith




_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14



_____________________________ )

middot i I I

In the Matter of




HCA INC and



Respondents

) ) ) ) ) ) ) ) DOCKET NO 9348 ) ) ) ) )shy) ) ) ) )




Date April21 2011

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14

ATTACHMENT A








2





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14





3

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14

j

I I

I





4

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14

EXHIBITC


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14


Mr Dropkin



Josh Smith


Mr Dropkin




Josh Smith



Mergers IV Division


Washington DC 20001

jsrnith3ftc gov

tel+1 (202)326-3018

fax +1 (202) 326-2286

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14

EXHIBITD


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14


KING amp SPALDING


May 6 2013





Dear Josh



GENERAL OBJECTIONS


















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14















SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14




SPECIFIC OBJECTIONS




RESPONSE









RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14





RESPONSE









RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14




RESPONSE









RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14



RESPONSE






RESPONSE









RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14






RESPONSE




i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14

i




the ared ebe


RESPONSE






RESPONSE








EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14





EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14

EXHIBITE






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14






PROPOSED ORDER






Dated _____

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14

i








dclarkftcgov





oaljftcgov





jsmith3ftcgov



12









13



Dated May 6 2013



14









13



Dated May 6 2013



14



Dated May 6 2013



14